Eric R. Smith
Eric Smith is a member of Venable’s business transactions and corporate finance group. His practice concentrates principally in corporate and securities transactions, and general corporate matters. He regularly represents public and private companies and other participants in mergers and acquisitions, joint ventures, debt and equity financings, and corporate governance matters. He also regularly advises public companies in connection with their periodic SEC reporting obligations and the requirements relating to the Sarbanes-Oxley Act. In addition, he assists clients in general corporate planning and contract matters.
Prior to entering private practice, Mr. Smith worked as in-house counsel for a mid-Atlantic manufacturing and wholesale food company where he handled a variety of issues generally faced by mid-sized companies. These issues included shareholder rights and corporate governance, mergers and acquisitions, corporate planning, contracting and anti-trust.
Significant Matters
Below is a summary of Mr. Smith's recent transactions.
Mergers, Acquisitions and Joint Ventures:
- Representation of Circuit City in a $290 million tender offer for all outstanding shares of InterTan, Inc.
- Representation of AMF Bowling Worldwide in a $670 million leveraged buy-out by a private equity fund
- Seller's counsel in a $180 million sale of a minority interest in a private company to an investment bank
- Representation of a NASDAQ listed biotechnology company in a corporate reorganization designed to preserve $380 million in NOLs
- Seller's counsel in a sale to private equity fund of a majority interest of an IT solutions government contractor with an enterprise value of $61.5 million
- Representation of Circuit City in the split-off of CarMax, Inc. as an NYSE listed corporation with an initial market capitalization in excess of $2 billion
- Seller’s counsel in the sale of a government contracting IT firm with an enterprise value of $160 million
- Representation of a publicly-traded petroleum refiner and marketer in a "going-private" transaction valued in excess of $100 million
- Representation of a private equity fund in a $30 million "going-private" acquisition of publicly-traded resort operator
- Representation of a publicly-traded defense contractor in the establishment of a joint venture with an Israeli company
- Seller’s counsel in a $20 million sale of membership interests of a government contracting consultant
- Seller's counsel in a $20 million sale of a subsidiary of a publicly-traded biotechnology company
- Seller's counsel in $15 million and $10 million sales of two divisions of a publicly-traded biotechnology company
Corporate Finance:
- Issuer's counsel in $137 million follow-on public common stock offering of an NYSE listed corporation
- Underwriter’s Counsel in a $10.7 million follow-on common stock offering by a NASDAQ listed corporation
- Underwriter's Counsel in a $40 million preferred stock offering by a NASDAQ listed corporation
- Issuer's counsel in $200 million, $300 million and $400 million Senior Notes offerings by an NYSE listed corporation
- Issuer's counsel in $300 million 144A debt offering and subsequent exchange offer by an NYSE listed corporation
- Issuer's counsel in $1.3 billion and $1.2 billion shelf registrations by an NYSE listed corporation
- Representation of multiple private real estate and private equity funds in connection with formation and capital raising
- Representation of numerous private equity funds, companies, investors, and placement agents in connection with private placement transactions
- Representation of a start-up biotechnology company in a $5 million issuance of common interests
- Representation of a real estate investment trust with investments in excess of $3.5 billion in connection with fund reorganization and capital raising
Activities
Mr. Smith is a member of the ABA Committee on Federal Regulation of Securities, Committee on Negotiated Acquisitions and Committee on Corporate Governance.